Exhibit 10.1


 


SETTLEMENT AGREEMENT


 


This settlement agreement (the “Agreement”) is entered
into as of June 20, 2014 (“Effective Date”), by and between PerkinElmer, Inc., and PerkinElmer Health Sciences, Inc.
(formerly known as PerkinElmer Life Sciences, Inc.), having a principal place of business at 940 Winter Street, Waltham, Massachusetts
(collectively, “PerkinElmer”) and Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (formerly known as Enzo Diagnostics,
Inc.), having a principal place of business at 527 Madison Avenue, New York, New York (collectively “Enzo”). Each of
the foregoing entities is sometimes referred to as a “Party” and collectively as the “Parties.”


 


Enzo brought
an action against PerkinElmer in the United States District Court, Southern District of New York, captioned Enzo Biochem, Inc.,
et al., v. PerkinElmer, Inc. et al., Case No 03-CV-3817 RJS, and PerkinElmer asserted counterclaims against Enzo in that action
(collectively, the “Action”). Enzo and PerkinElmer mutually desire to resolve the differences between them regarding
the Action subject to the terms and conditions of this Agreement.


 


For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:


 


ARTICLE I 

DEFINITIONS


 


1.1 “Affiliate”
means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control
with a Party. For the purposes of this definition, “ownership” or “control” mean: (a) possession, or the
right to possession, of at least 50% of the voting stock of a corporation; (b) the power to direct the management and policies
of the entity; (c) the power to appoint or remove a majority of the board of directors; or (d) the right to receive 50% or more
of the profits or earnings. With regard to PerkinElmer, its Affiliates are listed in Exhibit 21 to PerkinElmer, Inc.’s Annual
Report on Form 10-K for the fiscal year ended December 29, 2013.


 


ARTICLE II 

SETTLEMENT
AMOUNT


 


2.1 PerkinElmer,
Inc. shall pay seven million USD ($7,000,000.00) to Enzo Biochem, Inc. by wire transfer (the “Settlement Payment”)
by July 2, 2014 as follows:


 


	Bank:	Citibank, N.A.
	 	153 East 53rd Street
	 	New York, NY 10043
	 	 
	For credit to the account of:	Kramer Levin Naftalis & Frankel LLP
	 	Attorney Escrow Account
	 	 
	ABA routing number	21000089



    	 



    	



    

	Account #	37301114
	 	 
	Attention:	Joseph Scotto
	 	(212) 559-6338


 


Provided that, if Greenberg Traurig LLP (“GT”),
in its June 25, 2014 initial brief in support of its motion to set the value of its lien pursuant to the Court’s June 16,
2014 Order, or in any other document that is publically filed on or before July 1, 2014, seeks an amount from Enzo with respect
to the total value of its lien in the Action (including all interest and expenses) (“GT’s Claim”) that is less
than the full amount of the Settlement Payment, PerkinElmer, Inc. shall on July 2, 2014 pay Enzo Biochem, Inc. a portion of the
Settlement Payment that is equal to GT’s Claim in accordance with the instructions set forth above, and shall pay the balance
of the Settlement Payment to Enzo Biochem, Inc. as follows:


 


	Bank:	Citibank
	 	 
	For credit to the account of:	Enzo Biochem, Inc.
	 	 
	ABA routing number	21000089
	 	 
	Account #	119121150


 


For avoidance of doubt, if GT seeks a lien in the Molecular
Probes action (03 Civ. 3816 (RJS)) or the Roche action (04 Civ. 4046 (RJS)) that also includes some or all of GT’s Claim,
that will not reduce GT’s Claim for purposes of this Article II. Enzo Biochem, Inc., shall acknowledge receipt of payment
within no more than one (1) business day by email to william.mcelwain@wilmerhale.com. The Parties acknowledge and agree that this
Agreement is enforceable according to its terms with respect to PerkinElmer Inc.’s payment obligation under this Article
II. In the event that PerkinElmer, Inc. fails to pay the Settlement Payment by July 2, 2014 as set forth above, and Enzo commences
a lawsuit to compel PerkinElmer, Inc. to do so, PerkinElmer, Inc. will pay Enzo’s costs, including reasonable attorneys fees,
of that lawsuit.


 


ARTICLE III


RELEASES, REPRESENTATIONS AND DISMISSAL OF ACTION


 


3.1 PerkinElmer
Release of Enzo. PerkinElmer, on behalf of itself and its Affiliates and all of their respective predecessors, successors and
assigns (the “PerkinElmer Releasing Parties”), releases, acquits, and forever discharges Enzo and its Affiliates and
all of their respective predecessors, successors, assigns, officers, directors, managers, members, employees, agents, insurers,
servants, experts, consultants, and attorneys (the “Enzo Released Parties”) from all liabilities, actions, causes of
action, claims or demands, losses, damages, attorneys’ fees, court costs, or any other form of claim or compensation (“Claims”)
arising prior to the date of this Agreement related to or arising under any claim or counterclaim that PerkinElmer now has, ever
had, or could in the future have (but for this release) against the Enzo Released Parties, asserted in, arising out of, resulting
from, or relating to the Action.


 


3.2 Enzo Release
of PerkinElmer. Enzo on behalf of itself and its Affiliates and all of their respective predecessors, successors and assigns
(the “Enzo Releasing Parties”), releases, acquits,



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and forever discharges PerkinElmer and its Affiliates and all
of their respective predecessors, successors, assigns, officers, directors, managers, members, employees, agents, insurers, servants,
experts, consultants, and attorneys (the “PerkinElmer Released Parties”) from all Claims arising prior to the date
of this Agreement related to or arising under any claim or counterclaim that Enzo now has, ever had, or could in the future have
(but for this release) against the PerkinElmer Released Parties, asserted in, arising out of, resulting from, or relating to the
Action.


 


3.3 Releases.
The releases specifically provided in this Agreement include an express, informed, knowing, and voluntary waiver and relinquishment
to the fullest extent permitted by law. In this connection, the Parties acknowledge that they may have sustained damages, losses,
costs, or expenses that are presently unknown and unsuspected and that such damages, losses, costs, or expenses as may have been
sustained may give rise to additional damages, losses, costs, or expenses in the future. The Parties acknowledge, and waive any
rights under, California Civil Code Section 1542, which provides as follows:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY
HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


or any similar or comparable law of
any state, territory or jurisdiction, foreign or domestic, including the United States and federal, state, county or local
jurisdiction which is similar, comparable, or equivalent to Section 1542 of the California Civil Code.


 


3.4 Representations.
The Enzo Releasing Parties represent and warrant that, other than the released Claims, they have no actual knowledge of and
no present intent to bring other Claims against PerkinElmer, its Affiliates or their customers (for such customer’s use of
or resale of PerkinElmer’s or its Affiliates’ products or services) for the use of PerkinElmer’s or its Affiliates’
products for patent or other intellectual property infringement under the Enzo Releasing Parties’ currently existing patents,
patent applications or other intellectual property based on or relating to any product or service of PerkinElmer or its Affiliates
existing on or prior to the date of this Agreement.


 


3.5 Agreement
Obligations Not Released. Notwithstanding anything to the contrary herein, the Parties reserve all rights and remedies, including
damages and equitable relief, for breach of this Agreement and nothing herein releases any Party from its respective obligations
under this Agreement or prevents any Party from enforcing the terms and conditions of this Agreement against the other Party.


 


3.6 Joint Stipulation
of Dismissal with Prejudice. PerkinElmer will file a Joint Stipulation of Dismissal with Prejudice in the Southern District
of New York in the form set forth in Exhibit A attached hereto in accordance with Section 2.1. The Parties shall
promptly proceed with any and all additional procedures needed to dismiss with prejudice the Action including any modifications
to the forms to comply with any local rules or procedures regarding the entry of



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stipulated dismissals. The Parties acknowledge and agree that
this Agreement is enforceable according to its terms with respect to final dismissal with prejudice of the Action.


 


3.7 No Effect
On Other Actions. This Agreement, including the releases herein, does not affect any other pending action by Enzo as listed
in Exhibit B attached hereto.


 


ARTICLE IV


FURTHER REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS


 


4.1 Mutual Representations
and Warranties. Each Party represents and warrants to the other that: (a) each person executing this Agreement on its behalf
has full authority to enter into this Agreement; (b) it enters into this Agreement of its own free will and accord, upon advice
of its own legal counsel; (c) it has the authority to enter into and to perform or to cause performance of its obligations under
this Agreement; (d) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized
by all necessary corporate action on the part of such Party; (e) this Agreement constitutes a valid and binding obligation of such
Party, enforceable against it in accordance with its terms; (f) no further approval is needed to make this Agreement valid, binding,
and enforceable against such Party; and (g) the execution and delivery of this Agreement will not violate, conflict with, or result
in a breach of the terms of any agreement by which such Party is bound or of any applicable statute, regulation, rule, or other
law.


 


4.2 No Admission.
This Agreement is made in connection with a full, final, and complete satisfaction and compromise of disputed claims and matters.
Neither this Agreement nor any action taken in connection with this Agreement or pursuant to it constitutes an admission by any
Party or by any other person that any conduct or action was unlawful or in violation of any contract, agreement, understanding,
custom, or obligation among or between the Parties, or constituted any wrongdoing whatsoever.


 


ARTICLE
V 

PUBLIC DISCLOSURE


 


5.1 Public Disclosure.
The Parties agree that any public disclosure of the existence and terms of this Agreement will be limited to such disclosure,
if any, as a Party believes is required by law, rule, regulation or legal process, including by any stock exchange, the NASDAQ
National Market or the rules and regulations of the United States Securities Exchange Commission (the “SEC”) or any
applicable state securities regulators. PerkinElmer has received and reviewed the press release and draft Form 8-K attached as
Exhibit C and consents to the filing thereof with the SEC.


 


ARTICLE
VI 

MISCELLANEOUS


 


6.1 Notices. All
required communications under this Agreement shall be in writing, sent to the Party at its address below, or as otherwise designated
by the Party in accordance with this provision, and duly given or made: (a) on the date delivered in person; (b) on the date transmitted
by electronic mail, if confirmation is received from the recipient; (c) three days after deposit in



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the mail if sent by certified U.S. mail postage prepaid, return
receipt requested; or (d) one day after deposit with a nationally recognized overnight carrier service with charges prepaid.


 


	 	If to PerkinElmer:	PerkinElmer, Inc.
	 	 	940 Winter Street
	 	 	Waltham, Massachusetts 02451
	 	 	Attention: Joel Goldberg
	 	 	joel.goldberg @perkinelmer.com
	 	 	 
	 	If to Enzo:	Enzo Biochem
	 	 	527 Madison Avenue
	 	 	New York, New York 10022
	 	 	Attention: Barry Weiner
	 	 	bweiner@enzo.com


 


6.2 Governing
Law/Entire Agreement. This Agreement shall be governed by the laws of the state of New York without regard to any conflict-of-laws
provisions. This Agreement, including its exhibits, and the Escrow Agreement together constitute the entire agreement between the
Parties with respect to the subject matter hereof, and supersede all other previous and contemporaneous agreements, understandings,
negotiations, discussions, offers, and acceptances with respect to such subject matter. This Agreement may not be modified except
in writing signed by authorized representatives of the Parties. The delay or failure to assert a right or to insist upon compliance
with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure
to perform any such term or condition. A valid waiver must be executed in writing and signed by the Party granting the waiver.
Each Party acknowledges that it was provided an opportunity to seek advice of counsel and as such this Agreement shall not be strictly
construed against the drafter. This Agreement shall be binding on and inure to the benefit of each of the Parties and their successors
and assigns.


 


6.3 Severability.
The provisions of this Agreement are severable, and if any provision of this Agreement is determined to be invalid or unenforceable
under any controlling body of law, such invalidity or non-enforceability shall not in any way affect the validity or enforceability
of the remaining provisions or the validity or enforceability of such provision in any jurisdiction where valid and enforceable.
Any invalid or unenforceable provision will be reformed by the Parties to effectuate their intent as evidenced on the Effective
Date. The Parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original and all of
which, taken together, shall constitute one and the same instrument.


 


6.4 No Costs and
Fees. Subject to the last sentence of Section 2.1 of this Agreement, each Party shall bear its own costs, expenses, and attorneys’
fees and shall take all such additional steps and actions reasonably requested by any other Party as may be necessary or desired
to effect the dismissal of the Action.


 


6.5 Assignment.
This Agreement may be assigned by PerkinElmer without the consent of Enzo in connection with the sale of all or substantially
all of the assets of PerkinElmer or any merger (including without limitation a reincorporation merger), consolidation, reorganization,



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stock exchange, sale of stock, or other similar or related transaction
in which PerkinElmer is the sole, surviving entity to conduct the business conducted by PerkinElmer prior to the consummation of
the transaction.


 


	PERKINELMER, INC.	 	ENZO BIOCHEM, INC.
	 	 	 
	By:	/s/ Joel S. Goldberg	 	By:	/s/ Barry Weiner
	[Name] Joel S. Goldberg	 	 	 
	[Title] SVP. General Counsel	 	 	 
	 	 	 	 	 
	Dated:	June 20, 2014	 	Dated:	June 20, 2014
	 	 	 	 	 
	PERKINELMER HEALTH SCIENCES, INC.	 	ENZO LIFE SCIENCES, INC.
		 	 	 	 
	By:	/s/ Joel S. Goldberg	 	 By:	/s/ Barry Weiner
	[Name]  Joel S. Goldberg	 	 	 
	[Title] President	 	 	 
	 	 	 	 	 
	Dated: 	June 20, 2014	 	 Dated: 	June 20, 2014



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EXHIBIT A



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	UNITED STATES DISTRICT COURT	 	 	 
	SOUTHERN DISTRICT OF NEW YORK	 	 	 
	ENZO BIOCHEM, INC., ET AL.,	 	)	 
	 	 	)	 
	Plaintiffs,	 	)	 CIVIL ACTION NO. 03-CV-3817 (RJS)
	 	 	)	 
	v.	 	)	 
	 	 	)	 
	PERKINELMER, INC., ET AL.,	 	)	STIPULATION OF DISMISSAL
	Defendants.	 	)	 
	 	 	)	 
	 	 	)	 


 


IT IS HEREBY STIPULATED AND AGREED that all claims by Enzo Biochem
Inc., and Enzo Life Sciences, Inc. (formerly known as Enzo Diagnostics, Inc.) against PerkinElmer, Inc. and PerkinElmer Health
Sciences, Inc. (formerly known as PerkinElmer Life Sciences, Inc.) shall be, and hereby are, dismissed with prejudice and without
fees and costs;


 


IT IS FURTHER STIPULATED AND AGREED that all claims by PerkinElmer, Inc. and PerkinElmer Health Sciences, Inc.
(formerly known as PerkinElmer Life Sciences, Inc.) against Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (formerly known as
Enzo Diagnostics, Inc.) shall be, and hereby are, dismissed with prejudice and without fees and costs;


 


IT IS FURTHER STIPULATED
AND AGREED that this Stipulation is without prejudice to Enzo Biochem, Inc. and Enzo Life Sciences, Inc.’s rights to appeal
in any other action;


 


IT IS FURTHER STIPULATED AND AGREED that this Stipulation may be executed in separate multiple counterparts,
each of which shall be deemed to be an original. Signatures provided through email or facsimile are deemed to be the equivalent
of originals for filing purposes.



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	Dated: 	June ____, 2014
	 	New York, New York



 


	 	 	 
	KRAMER LEVIN NAFTALIS &
    FRANKEL LLP	 	WILMER HALE, LLP
	 	 	 
	By:	 	 	By:	 
	 	Michael J. Dell	 	 	Robert J. Gunther, Jr.
	mdell@kramerlevin.com	 	Robert.Gunther@wilmerhale.com
	Attorneys for Plaintiffs	 	Attorneys for Defendants
	Enzo Life Sciences, Inc. and	 	PerkinElmer, Inc. and PerkinElmer Health
	Enzo Biochem, Inc.	 	Sciences, Inc.
	1177 Avenue of Americas	 	250 Greenwich Street
	New York, NY 10036	 	New York, NY 10007
	(212) 715-9100	 	(212) 230-8830



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EXHIBIT B


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	Caption	Court	 	Docket No.
	Roche Diagnostics GMBH, et al v. Enzo Biochem, Inc. et al	S.D.N.Y.	 	04-cv-04046
	Enzo Life Sciences Inc. v. Gen-Probe, Inc.	D. Del.	 	12-cv-00104
	Enzo Life Sciences Inc. v. Life Technologies Corp.	D. Del.	 	12-cv-00105
	Enzo Life Sciences Inc. v. Roche Molecular Systems Inc., et al	D. Del.	 	12-cv-00106
	Enzo Life Sciences Inc. v. Hologic, Inc.	D. Del.	 	12-cv-00276
	Enzo Life Sciences Inc. v. v. Abbott Laboratories, et al	D. Del.	 	12-cv-00274
	Enzo Life Sciences Inc. v. Becton, Dickinson & Company, et al	D. Del.	 	12-cv-00275
	Enzo Life Sciences Inc. v. Illumina, Inc.	D. Del.	 	12-cv-00435
	Enzo Life Sciences Inc. v. Adipogen Corp., et al	D. Del.	 	12-cv-00088
	Enzo Life Sciences Inc. v. Agilent Technologies, Inc.	D. Del.	 	12-cv-00434
	Enzo Life Sciences Inc. v. Siemens Healthcare Diagnostics, Inc.	D. Del.	 	12-cv-00505



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EXHIBIT C




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